EX-10.64







Exhibit 10.64





Huntington National Bank Logo




 





Huntington National Bank

Huntington Center

41 S High Street

Columbus, OH

43215




			
	 	 	 
	Tel: 614-480-5464
	 	Fax: 614-480-3232
	 





INTEREST RATE SWAP CONFIRMATION




Feb 27, 2008




	 	 	 
	TO:

	 	Franklin Credit Management Corporation
	 

	 	Paul Colasono
	 

	 	101 Hudson Street 25th Floor
	 

	 	Jersey City, NJ
	 

	 	07302 





OUR REF: 20161HU/C030508F/102306




Dear Sirs,



The purpose of this letter is to confirm the terms and conditions of the transaction entered into
between Franklin Credit Management Corporation (‘Counterparty’) and Huntington National Bank on the
Trade Date specified below (the ‘Transaction’). This letter constitutes a ‘Confirmation’ as
referred to in the ISDA Master Agreement specified below.



If Franklin Credit Management Corporation and Huntington National Bank are not yet parties to an
ISDA Master Agreement, (1) you and we agree to use all reasonable efforts promptly to negotiate,
execute and deliver an agreement in the form of the ISDA Master Agreement (Local Currency — Single
Jurisdiction) (the “ISDA Form,” which term shall include our standard Schedule to the ISDA Master
Agreement) with such modifications as you and we will in good faith agree, (2) this Confirmation,
together with all other documents confirming transactions entered into between us from time to time
and referring to the ISDA Form, shall supplement, form a part of, and be subject to an agreement in
the form of the ISDA Form as if we had executed an agreement in such form (including our standard
Schedule) on the Trade Date of this Transaction, and (3) this Confirmation and the ISDA Master
Agreement will together evidence a complete binding agreement between you and us as to the terms
and conditions of the Swap Transaction to which this Confirmation relates, until such time as you
and we negotiate and execute such an agreement. In the event of any inconsistency between the
provisions of the ISDA Form and this Confirmation, this Confirmation will prevail for the purpose
of this Swap Transaction. Upon the execution by you and us of such an agreement, this Confirmation
shall supplement, form a part of, and be subject to that agreement (the “Agreement”).










 



This facsimile transmission will be the only written communication regarding this Swap Transaction
exchanged between us and will be deemed for all purposes an original document, unless you request
that we sign hard copy versions of this Confirmation. Please contact the individual indicated in
the last paragraph of this letter to receive such copies.



The definitions and provisions contained in the 2000 ISDA Definitions (as published by the
International Swap Dealers Association, Inc) are incorporated into this Confirmation. In the event
of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern.



Each Party hereto represents and warrants to the other party hereto that, in connection with the
Transaction, (i) it has consulted and will continue to consult with its own legal, regulatory, tax,
business, investment, financial and accounting advisors to the extent it deems necessary, and it
has made and will continue to make its own investment, hedging and trading decisions (including
without limitations decisions regarding the appropriateness and/or suitability of the Transaction)
based upon its own judgment and upon any advice from such advisors as it deems necessary, and not
in reliance upon the other party hereto or any of its branches, subsidiaries or affiliates or any
of their respective officers, directors or employees, or any view expressed by any of them, (ii) it
has evaluated and it fully understands all the terms, conditions and risks of the Transaction, and
it is capable of assuming and willing to assume (financially and otherwise) all such risks, (iii)
it has and will continue to act as principal, and not agent of any person, and the other party
hereto and its branches, subsidiaries and affiliates have not and will not be acting as a fiduciary
or financial, investment, commodity trading or other advisor to it, and (iv) it is entering into
the Transaction for purposes of hedging its assets or liabilities or in connection with a line of
business, and not for the purpose of speculation.



In addition, this Confirmation will be governed and construed in accordance with the laws of the
State of New York, without reference to choice of law doctrine, provided that this provision will
be superseded by any choice of law provision in the Agreement.



1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement as
amended and supplemented from time to time (the ‘Agreement’) between you and us. All provisions
contained in the Agreement govern this Confirmation except as expressly modified below.



2. The terms of the particular Swap transaction to which this confirmation relates are as follows:




	 	 	 	 	 	 	 
	 

	 	Trade Date
	 	:
	 	Feb 27, 2008
	 
	 	 	 	 	 	 
	 

	 	Effective Date
	 	:
	 	Mar 05, 2008
	 
	 	 	 	 	 	 
	 

	 	Termination Date
	 	:
	 	Mar 05, 2009 subject to adjustment in
accordance with the Modified Following
Business Day Convention
	 
	 	 	 	 	 	 
	 

	 	Notional Amount
	 	:
	 	USD 120,000,000.00
	 
	 	 	 	 	 	 
	FLOATING AMOUNTS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Payer
	 	:
	 	Huntington National Bank
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Payer Payment Dates
	 	:
	 	Monthly on the 5th commencing Apr 07,
2008 and ending with the Termination Date
subject to adjustment in accordance with
the Modified Following Business Day Convention












 




	 	 	 	 	 	 	 
	 

	 	Floating Rate Day Count Fraction
	 	:
	 	USD-LIBOR-BBA
	 
	 	 	 	 	 	 
	 

	 	Designated Maturity
	 	:
	 	1 month
	 
	 	 	 	 	 	 
	 

	 	Spread
	 	:
	 	None
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Day Count Fraction
	 	:
	 	ACTUAL /360
	 
	 	 	 	 	 	 
	 

	 	Reset Dates
	 	:
	 	The first day of each Calculation Period
	 
	 	 	 	 	 	 
	 

	 	Compounding
	 	:
	 	Inapplicable
	 
	 	 	 	 	 	 
	FIXED AMOUNTS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Payer
	 	:
	 	Franklin Credit Management Corporation
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Payer Payment Dates
	 	:
	 	Monthly on the 5th commencing Apr 07,
2008 and ending with the Termination Date
subject to adjustment in accordance with
the Modified Following Business Day
Convention
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate
	 	:
	 	2.62000 % per annum
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Day Count Fraction
	 	:
	 	ACTUAL /360
	 
	 	 	 	 	 	 
	 

	 	Calculation Agent
	 	:
	 	Huntington National Bank
	 
	 	 	 	 	 	 
	 

	 	Business Days for Fixings in USD
	 	:
	 	London
	 
	 	 	 	 	 	 
	 

	 	Business Days for Payments in USD
	 	:
	 	New York & London
	 
	 	 	 	 	 	 
	3. CASH SETTLEMENT INSTRUCTIONS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Payments to Franklin Credit Management
Corporat in USD	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	   Settlement Instructions to be advised	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	   Payments to Huntington National Bank in USD	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	     To
	 	:
	 	Huntington National Bank
	 

	 	     Favor Of
	 	:
	 	Huntington National Bank
	 

	 	     ABA Number
	 	:
	 	044000024
	 

	 	     Account Number
	 	:
	 	13000050204












 




	 	 	 	 	 
	4. OFFICES:

	 	 	 	 
	 
	 	 	 	 
	The office of the Counterparty for the
Transaction is:
	 	 
	 
	 	 	 	 
	Franklin Credit Management Corporation
	 	 	 	 
	101 Hudson Street 25th Floor
	 	 	 	 
	Jersey City, NJ
	 	 	 	 
	07302
	 	 	 	 
	 
	 	 	 	 
	Tel: (201) 604-4402
	 	 	 	 
	Fax:
	 	 	 	 
	 
	 	 	 	 
	The office of Huntington National Bank for the
	 	 	 	 
	Transaction is:
	 	 	 	 
	 
	 	 	 	 
	Huntington National Bank

	 	:	 	 
	Huntington Center
	 	 	 	 
	41 S High Street
	 	 	 	 
	Columbus, OH
	 	 	 	 
	43215
	 	 	 	 
	Tel: 614-480-5464
	 	 	 	 
	Fax: 614-480-3232
	 	 	 	 





Please confirm that the foregoing correctly sets forth the terms of our agreement by signing a copy
of this Confirmation and responding within one (1) business day by returning via facsimile an
executed copy of this Confirmation to 614-480-3232, Attention: Derivative Operations, telephone
614-480-5464. Failure to respond within such period shall not affect the validity or enforceability
of the Transaction, and shall be deemed to be an affirmation of the terms and conditions contained
herein, absent manifest error.




Best Regards,




	 	 	 	 	 	 	 
	Huntington National Bank

	 	 
	 	Franklin Credit Management Corporation
	 	 
	 
	 	 	 	 	 	 
	/s/ Scott Kleinman

	 	 	 	/s/ Paul Colasono	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name: Scott Kleinman

	 	 	 	Name: Paul Colasono	 	 
	 
	 	 	 	 	 	 
	Title: Senior Vice President

	 	 	 	Title: CFO	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Alexander Gordon Jardin	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Alexander Gordon Jardin	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title: CEO	 	 












 




Huntington National Bank Logo




 





Huntington National Bank

Huntington Center

41 S High Street

Columbus, OH

43215




			
	 	 	 
	Tel: 614-480-5464
	 	Fax: 614-480-3232
	 





INTEREST RATE SWAP CONFIRMATION




Feb 27, 2008




	 	 	 
	TO:

	 	Franklin Credit Management Corporation
	 

	 	Paul Colasono
	 

	 	101 Hudson Street 25th Floor
	 

	 	Jersey City, NJ
	 

	 	07302 





OUR REF: 20162HU/C030508G/102308




Dear Sirs,



The purpose of this letter is to confirm the terms and conditions of the transaction entered into
between Franklin Credit Management Corporation (‘Counterparty’) and Huntington National Bank on the
Trade Date specified below (the ‘Transaction’). This letter constitutes a ‘Confirmation’ as
referred to in the ISDA Master Agreement specified below.



If Franklin Credit Management Corporation and Huntington National Bank are not yet parties to an
ISDA Master Agreement, (1) you and we agree to use all reasonable efforts promptly to negotiate,
execute and deliver an agreement in the form of the ISDA Master Agreement (Local Currency — Single
Jurisdiction) (the “ISDA Form,” which term shall include our standard Schedule to the ISDA Master
Agreement) with such modifications as you and we will in good faith agree, (2) this Confirmation,
together with all other documents confirming transactions entered into between us from time to time
and referring to the ISDA Form, shall supplement, form a part of, and be subject to an agreement in
the form of the ISDA Form as if we had executed an agreement in such form (including our standard
Schedule) on the Trade Date of this Transaction, and (3) this Confirmation and the ISDA Master
Agreement will together evidence a complete binding agreement between you and us as to the terms
and conditions of the Swap Transaction to which this Confirmation relates, until such time as you
and we negotiate and execute such an agreement. In the event of any inconsistency between the
provisions of the ISDA Form and this Confirmation, this Confirmation will prevail for the purpose
of this Swap Transaction. Upon the








 




execution by you and us of such an agreement, this Confirmation shall supplement, form a part of,
and be subject to that agreement (the “Agreement”).



This facsimile transmission will be the only written communication regarding this Swap Transaction
exchanged between us and will be deemed for all purposes an original document, unless you request
that we sign hard copy versions of this Confirmation. Please contact the individual indicated in
the last paragraph of this letter to receive such copies.



The definitions and provisions contained in the 2000 ISDA Definitions (as published by the
International Swap Dealers Association, Inc) are incorporated into this Confirmation. In the event
of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern.



Each Party hereto represents and warrants to the other party hereto that, in connection with the
Transaction, (i) it has consulted and will continue to consult with its own legal, regulatory, tax,
business, investment, financial and accounting advisors to the extent it deems necessary, and it
has made and will continue to make its own investment, hedging and trading decisions (including
without limitations decisions regarding the appropriateness and/or suitability of the Transaction)
based upon its own judgment and upon any advice from such advisors as it deems necessary, and not
in reliance upon the other party hereto or any of its branches, subsidiaries or affiliates or any
of their respective officers, directors or employees, or any view expressed by any of them, (ii) it
has evaluated and it fully understands all the terms, conditions and risks of the Transaction, and
it is capable of assuming and willing to assume (financially and otherwise) all such risks, (iii)
it has and will continue to act as principal, and not agent of any person, and the other party
hereto and its branches, subsidiaries and affiliates have not and will not be acting as a fiduciary
or financial, investment, commodity trading or other advisor to it, and (iv) it is entering into
the Transaction for purposes of hedging its assets or liabilities or in connection with a line of
business, and not for the purpose of speculation.



In addition, this Confirmation will be governed and construed in accordance with the laws of the
State of New York, without reference to choice of law doctrine, provided that this provision will
be superseded by any choice of law provision in the Agreement.



1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement as
amended and supplemented from time to time (the ‘Agreement’) between you and us. All provisions
contained in the Agreement govern this Confirmation except as expressly modified below.



2. The terms of the particular Swap transaction to which this confirmation relates are as follows:




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Trade Date
	 	:
	 	Feb 27, 2008
	 
	 	 	 	 	 	 
	 

	 	Effective Date
	 	:
	 	Mar 05, 2008
	 
	 	 	 	 	 	 
	 

	 	Termination Date
	 	:
	 	Mar 05, 2009 subject to adjustment in
accordance with the Modified Following
Business Day Convention
	 
	 	 	 	 	 	 
	 

	 	Notional Amount
	 	:
	 	USD 100,000,000.00
	 
	 	 	 	 	 	 
	FLOATING AMOUNTS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Payer
	 	:
	 	Huntington National Bank












 




	 	 	 	 	 	 	 
	 

	 	Floating Rate Payer Payment Dates
	 	:
	 	Monthly on the 5th commencing Apr 07,
2008 and ending with the Termination Date
subject to adjustment in accordance with
the Modified Following Business Day
Convention
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Gay Count Fraction
	 	:
	 	USD-LIBOR-BBA
	 
	 	 	 	 	 	 
	 

	 	Designated Maturity
	 	:
	 	1 month
	 
	 	 	 	 	 	 
	 

	 	Spread
	 	:
	 	None
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Day Count Fraction
	 	:
	 	ACTUAL /360
	 
	 	 	 	 	 	 
	 

	 	Reset Dates
	 	:
	 	The first day of each Calculation Period
	 
	 	 	 	 	 	 
	 

	 	Compounding
	 	:
	 	Inapplicable
	 
	 	 	 	 	 	 
	FIXED AMOUNTS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Payer
	 	:
	 	Franklin Credit Management Corporation
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Payer Payment Dates
	 	:
	 	Monthly on the 5th commencing Apr 07,
2008 and ending with the Termination Date
subject to adjustment in accordance with
the Modified Following Business Day
Convention
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate
	 	:
	 	2.62000 % per annum
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Day Count Fraction
	 	:
	 	ACTUAL /360
	 
	 	 	 	 	 	 
	 

	 	Calculation Agent
	 	:
	 	Huntington National Bank
	 
	 	 	 	 	 	 
	 

	 	Business Days for Fixings in USD
	 	:
	 	London
	 
	 	 	 	 	 	 
	 

	 	Business Days for Payments in USD
	 	:
	 	New York & London
	 
	 	 	 	 	 	 
	3. CASH SETTLEMENT INSTRUCTIONS	 	 
	 
	 	 	 	 	 	 
	 

	 	Payments to Franklin Credit Management
Corporat in USD	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	     Settlement Instructions to be advised	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Payments to Huntington National Bank in USD
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	          To
	 	:
	 	Huntington National Bank
	 

	 	          Favor Of
	 	:
	 	Huntington National Bank
	 

	 	          ABA Number
	 	:
	 	044000024
	 

	 	          Account Number
	 	:
	 	13000050204












 




	 	 	 	 	 
	4. OFFICES:

	 	 	 	 
	 
	 	 	 	 
	The office of the Counterparty for the
Transaction is:
	 	 
	 
	 	 	 	 
	Franklin Credit Management Corporation
	 	 	 	 
	101 Hudson Street 25th Floor
	 	 	 	 
	Jersey City, NJ
	 	 	 	 
	07302
	 	 	 	 
	 
	 	 	 	 
	Tel: (201) 604-4402
	 	 	 	 
	Fax:
	 	 	 	 
	 
	 	 	 	 
	The office of Huntington National Bank for the
	 	 	 	 
	Transaction is:
	 	 	 	 
	 
	 	 	 	 
	Huntington National Bank

	 	:	 	 
	Huntington Center
	 	 	 	 
	41 S High Street
	 	 	 	 
	Columbus, OH
	 	 	 	 
	43215
	 	 	 	 
	 
	 	 	 	 
	Tel: 614-480-5464
	 	 	 	 
	Fax: 614-480-3232
	 	 	 	 





Please confirm that the foregoing correctly sets forth the terms of our agreement by signing a copy
of this Confirmation and responding within one (1) business day by returning via facsimile an
executed copy of this Confirmation to 614-480-3232, Attention: Derivative Operations, telephone
614-480-5464. Failure to respond within such period shall not affect the validity or
enforceability of the Transaction, and shall be deemed to be an affirmation of the terms and
conditions contained herein, absent manifest error.




Best Regards,




	 	 	 	 	 	 	 
	Huntington National Bank

	 	 
	 	Franklin Credit Management Corporation
	 	 
	 
	 	 	 	 	 	 
	/s/ Scott Kleinman

	 	 	 	/s/ Paul Colasono	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name: Scott Kleinman

	 	 	 	Name: Paul Colasono	 	 
	 
	 	 	 	 	 	 
	Title: Senior Vice President

	 	 	 	Title: CFO	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Alexander Gordon Jardin	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Alexander Gordon Jardin	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title: CEO	 	 












 




Huntington National Bank Logo




 





Huntington National Bank

Huntington Center

41 S High Street

Columbus, OH

43215




			
	 	 	 
	Tel: 614-480-5464
	 	Fax: 614-480-3232
	 





INTEREST RATE SWAP CONFIRMATION




Feb 27, 2008




	 	 	 
	TO:

	 	Franklin Credit Management Corporation
	 

	 	Paul Colasono
	 

	 	101 Hudson Street 25th Floor
	 

	 	Jersey City, NJ
	 

	 	07302






OUR REF: 20163HU/H030508A/102310




Dear Sirs,



The purpose of this letter is to confirm the terms and conditions of the transaction entered into
between Franklin Credit Management Corporation (‘Counterparty’) and Huntington National Bank on the
Trade Date specified below (the ‘Transaction’). This letter constitutes a ‘Confirmation’ as
referred to in the ISDA Master Agreement specified below.



If Franklin Credit Management Corporation and Huntington National Bank are not yet parties to an
ISDA Master Agreement, (1) you and we agree to use all reasonable efforts promptly to negotiate,
execute and deliver an agreement in the form of the ISDA Master Agreement (Local Currency — Single
Jurisdiction) (the “ISDA Form,” which term shall include our standard Schedule to the ISDA Master
Agreement) with such modifications as you and we will in good faith agree, (2) this Confirmation,
together with all other documents confirming transactions entered into between us from time to time
and referring to the ISDA Form, shall supplement, form a part of, and be subject to an agreement in
the form of the ISDA Form as if we had executed an agreement in such form (including our standard
Schedule) on the Trade Date of this Transaction, and (3) this Confirmation and the ISDA Master
Agreement will together evidence a








 




complete binding agreement between you and us as to the terms and conditions of the Swap
Transaction to which this Confirmation relates, until such time as you and we negotiate and execute
such an agreement. In the event of any inconsistency between the provisions of the ISDA Form and
this Confirmation, this Confirmation will prevail for the purpose of this Swap Transaction. Upon
the execution by you and us of such an agreement, this Confirmation shall supplement, form a part
of, and be subject to that agreement (the “Agreement”).



This facsimile transmission will be the only written communication regarding this Swap Transaction
exchanged between us and will be deemed for all purposes an original document, unless you request
that we sign hard copy versions of this Confirmation. Please contact the individual indicated in
the last paragraph of this letter to receive such copies.



The definitions and provisions contained in the 2000 ISDA Definitions (as published by the
International Swap Dealers Association, Inc) are incorporated into this Confirmation. In the event
of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern.



Each Party hereto represents and warrants to the other party hereto that, in connection with the
Transaction, (i) it has consulted and will continue to consult with its own legal, regulatory, tax,
business, investment, financial and accounting advisors to the extent it deems necessary, and it
has made and will continue to make its own investment, hedging and trading decisions (including
without limitations decisions regarding the appropriateness and/or suitability of the Transaction)
based upon its own judgment and upon any advice from such advisors as it deems necessary, and not
in reliance upon the other party hereto or any of its branches, subsidiaries or affiliates or any
of their respective officers, directors or employees, or any view expressed by any of them, (ii) it
has evaluated and it fully understands all the terms, conditions and risks of the Transaction, and
it is capable of assuming and willing to assume (financially and otherwise) all such risks, (iii)
it has and will continue to act as principal, and not agent of any person, and the other party
hereto and its branches, subsidiaries and affiliates have not and will not be acting as a fiduciary
or financial, investment, commodity trading or other advisor to it, and (iv) it is entering into
the Transaction for purposes of hedging its assets or liabilities or in connection with a line of
business, and not for the purpose of speculation.



In addition, this Confirmation will be governed and construed in accordance with the laws of the
State of New York, without reference to choice of law doctrine, provided that this provision will
be superseded by any choice of law provision in the Agreement.



1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement as
amended and supplemented from time to time (the ‘Agreement’) between you and us. All provisions
contained in the Agreement govern this Confirmation except as expressly modified below.



2. The terms of the particular Swap transaction to which this confirmation relates are as follows:




	 	 	 	 	 	 	 
	 

	 	Trade Date
	 	:
	 	Feb 27, 2008
	 
	 	 	 	 	 	 
	 

	 	Effective Date
	 	:
	 	Mar 05, 2008












 




	 	 	 	 	 	 	 
	 

	 	Termination Date
	 	:
	 	Mar 05, 2010 subject to adjustment in
accordance with the Modified Following
Business Day Convention
	 
	 	 	 	 	 	 
	 

	 	Notional Amount
	 	:
	 	USD 240,000,000.00
	 
	 	 	 	 	 	 
	FLOATING AMOUNTS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Payer
	 	:
	 	Huntington National Bank
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Payer Payment Dates
	 	:
	 	Monthly on the 5th commencing Apr 07,
2008 and ending with the Termination Date
subject to adjustment in accordance with
the Modified Following Business Day
Convention
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Option
	 	:
	 	USD-LIBOR-BBA
	 
	 	 	 	 	 	 
	 

	 	Designated Maturity
	 	:
	 	1 month
	 
	 	 	 	 	 	 
	 

	 	Spread
	 	:
	 	None
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Day Count Fraction
	 	:
	 	ACTUAL /360
	 
	 	 	 	 	 	 
	 

	 	Reset Dates
	 	:
	 	The first day of each Calculation Period
	 
	 	 	 	 	 	 
	 

	 	Compounding
	 	:
	 	Inapplicable
	 
	 	 	 	 	 	 
	FIXED AMOUNTS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Payer
	 	:
	 	Franklin Credit Management Corporation
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Payer Payment Dates
	 	:
	 	Monthly on the 5th commencing Apr 07,
2008 and ending with the Termination Date
subject to adjustment in accordance with
the Modified Following Business Day
Convention
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate
	 	:
	 	2.79000 % per annum
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Day Count Fraction
	 	:
	 	ACTUAL /360
	 
	 	 	 	 	 	 
	 

	 	Calculation Agent
	 	:
	 	Huntington National Bank
	 
	 	 	 	 	 	 
	 

	 	Business Days for Fixings in USD
	 	:
	 	London
	 
	 	 	 	 	 	 
	 

	 	Business Days for Payments in USD
	 	:
	 	New York & London
	 
	 	 	 	 	 	 
	3. CASH SETTLEMENT INSTRUCTIONS:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Payments to Franklin Credit Management	 	 	 	 












 




 



	 	 	 	 	 	 	 
	 

	 	Corporat in USD	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	   Settlement Instructions to be advised	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	   Payments to Huntington National
Bank in USD	 	 
	 
	 	 	 	 	 	 
	 

	 	     To
	 	:
	 	Huntington National Bank
	 

	 	     Favor Of
	 	:
	 	Huntington National Bank
	 

	 	     ABA Number
	 	:
	 	044000024
	 

	 	     Account Number
	 	:
	 	13000050204






	 	 	 	 	 
	4. OFFICES:

	 	 	 	 
	 
	 	 	 	 
	The office of the Counterparty for the Transaction is:
	 	 
	 
	 	 	 	 
	Franklin Credit Management Corporation
	 	 	 	 
	101 Hudson Street 25th Floor
	 	 	 	 
	Jersey City, NJ
	 	 	 	 
	07302
	 	 	 	 
	 
	 	 	 	 
	Tel: (201) 604-4402
	 	 	 	 
	Fax:
	 	 	 	 
	 
	 	 	 	 
	The office of Huntington National Bank for the
Transaction is:
	 	 	 	 
	 
	 	 	 	 
	Huntington National Bank

	 	:	 	 
	Huntington Center
	 	 	 	 
	41 S High Street
	 	 	 	 
	Columbus, OH
	 	 	 	 
	43215
	 	 	 	 
	 
	 	 	 	 
	Tel: 614-480-5464
	 	 	 	 
	Fax: 614-480-3232
	 	 	 	 





Please confirm that the foregoing correctly sets forth the terms of our agreement by signing a copy
of this Confirmation and responding within one (1) business day by returning via facsimile an
executed copy of this Confirmation to 614-480-3232, Attention: Derivative Operations, telephone
614-480-5464. Failure to respond within such period shall not affect the validity or
enforceability of the Transaction, and shall be deemed to be an affirmation of the terms and
conditions contained herein, absent manifest error.




Best Regards,





	 	 	 	 	 	 	 
	Huntington National Bank

	 	 
	 	Franklin Credit Management Corporation
	 	 
	 
	 	 	 	 	 	 
	/s/ Scott Kleinman

	 	 	 	/s/ Paul Colasono	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 












 




 




	 	 	 	 	 	 	 
	Name: Scott Kleinman

	 	 	 	Name: Paul Colasono	 	 
	 
	 	 	 	 	 	 
	Title: Senior Vice President

	 	 	 	Title: CFO	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Alexander Gordon Jardin	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Alexander Gordon Jardin	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title: CEO	 	 












 




 


Huntington National Bank Logo




 





Huntington National Bank

Huntington Center

41 S High Street

Columbus, OH

43215




			
	 	 	 
	Tel: 614-480-5464
	 	Fax: 614-480-3232
	 





INTEREST RATE SWAP CONFIRMATION




Feb 27, 2008




	 	 	 
	TO:

	 	Franklin Credit Management Corporation
	 

	 	Paul Colasono
	 

	 	101 Hudson Street 25th Floor
	 

	 	Jersey City, NJ
	 

	 	07302






OUR REF: 20164HU/H030508B/102312




Dear Sirs,



The purpose of this letter is to confirm the terms and conditions of the transaction entered into
between Franklin Credit Management Corporation (‘Counterparty’) and Huntington National Bank on the
Trade Date specified below (the ‘Transaction’). This letter constitutes a ‘Confirmation’ as
referred to in the ISDA Master Agreement specified below.



If Franklin Credit Management Corporation and Huntington National Bank are not yet parties to an
ISDA Master Agreement, (1) you and we agree to use all reasonable efforts promptly to negotiate,
execute and deliver an agreement in the form of the ISDA Master Agreement (Local Currency — Single
Jurisdiction) (the “ISDA Form,” which term shall include our standard Schedule to the ISDA Master
Agreement) with such modifications as you and we will in good faith agree, (2) this Confirmation,
together with all other documents confirming transactions entered into between us from time to time
and referring to the ISDA Form, shall supplement, form a part of, and be subject to an agreement in
the form of the ISDA Form as if we had executed an agreement in such form (including our standard
Schedule) on the Trade Date of this Transaction, and (3) this Confirmation and the ISDA Master
Agreement will together evidence a complete binding agreement between you and us as to the terms
and conditions of the Swap Transaction to which this Confirmation relates, until such time as you
and we negotiate and execute such an agreement. In the event of any inconsistency between the
provisions of the ISDA Form and this Confirmation, this Confirmation will prevail for the purpose
of this Swap Transaction. Upon the execution by you and us of such an agreement, this Confirmation
shall supplement, form a part of, and be subject to that agreement (the “Agreement”).










 




 


This facsimile transmission will be the only written communication regarding this Swap Transaction
exchanged between us and will be deemed for all purposes an original document, unless you request
that we sign hard copy versions of this Confirmation. Please contact the individual indicated in
the last paragraph of this letter to receive such copies.



The definitions and provisions contained in the 2000 ISDA Definitions (as published by the
International Swap Dealers Association, Inc) are incorporated into this Confirmation. In the event
of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern.



Each Party hereto represents and warrants to the other party hereto that, in connection with the
Transaction, (i) it has consulted and will continue to consult with its own legal, regulatory, tax,
business, investment, financial and accounting advisors to the extent it deems necessary, and it
has made and will continue to make its own investment, hedging and trading decisions (including
without limitations decisions regarding the appropriateness and/or suitability of the Transaction)
based upon its own judgment and upon any advice from such advisors as it deems necessary, and not
in reliance upon the other party hereto or any of its branches, subsidiaries or affiliates or any
of their respective officers, directors or employees, or any view expressed by any of them, (ii) it
has evaluated and it fully understands all the terms, conditions and risks of the Transaction, and
it is capable of assuming and willing to assume (financially and otherwise) all such risks, (iii)
it has and will continue to act as principal, and not agent of any person, and the other party
hereto and its branches, subsidiaries and affiliates have not and will not be acting as a fiduciary
or financial, investment, commodity trading or other advisor to it, and (iv) it is entering into
the Transaction for purposes of hedging its assets or liabilities or in connection with a line of
business, and not for the purpose of speculation.



In addition, this Confirmation will be governed and construed in accordance with the laws of the
State of New York, without reference to choice of law doctrine, provided that this provision will
be superseded by any choice of law provision in the Agreement.



1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement as
amended and supplemented from time to time (the ‘Agreement’) between you and us. All provisions
contained in the Agreement govern this Confirmation except as expressly modified below.



2. The terms of the particular Swap transaction to which this confirmation relates are as follows:




	 	 	 	 	 	 	 
	 

	 	Trade Date
	 	:
	 	Feb 27, 2008
	 
	 	 	 	 	 	 
	 

	 	Effective Date
	 	:
	 	Mar 05, 2008
	 
	 	 	 	 	 	 
	 

	 	Termination Date
	 	:
	 	Mar 05, 2010 subject to adjustment in
accordance with the Modified Following
Business Day Convention
	 
	 	 	 	 	 	 
	 

	 	Notional Amount
	 	:
	 	USD 150,000,000.00
	 
	 	 	 	 	 	 
	FLOATING AMOUNTS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Payer
	 	:
	 	Huntington National Bank












 




 



	 	 	 	 	 	 	 
	 

	 	Floating Rate Payer Payment Dates
	 	:
	 	Monthly on the 5th commencing Apr 07,
2008 and ending with the Termination Date
subject to adjustment in accordance with
the Modified Following Business Day
Convention
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Option
	 	:
	 	USD-LIBOR-BBA
	 
	 	 	 	 	 	 
	 

	 	Designated Maturity
	 	:
	 	1 month
	 
	 	 	 	 	 	 
	 

	 	Spread
	 	:
	 	None
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Day Count Fraction
	 	:
	 	ACTUAL /360
	 
	 	 	 	 	 	 
	 

	 	Reset Dates
	 	:
	 	The first day of each Calculation Period
	 
	 	 	 	 	 	 
	 

	 	Compounding
	 	:
	 	Inapplicable
	 
	 	 	 	 	 	 
	FIXED AMOUNTS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Payer
	 	:
	 	Franklin Credit Management Corporation
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Payer Payment Dates
	 	:
	 	Monthly on the 5th commencing Apr 07,
2008 and ending with the Termination Date
subject to adjustment in accordance with
the Modified Following Business Day
Convention
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate
	 	:
	 	2.79000 % per annum
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Day Count Fraction
	 	:
	 	ACTUAL /360
	 
	 	 	 	 	 	 
	 

	 	Calculation Agent
	 	:
	 	Huntington National Bank
	 
	 	 	 	 	 	 
	 

	 	Business Days for Fixings in USD
	 	:
	 	London
	 
	 	 	 	 	 	 
	 

	 	Business Days for Payments in USD
	 	:
	 	New York & London
	 
	 	 	 	 	 	 
	3. CASH SETTLEMENT INSTRUCTIONS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Payments to Franklin Credit Management
Corporat in USD	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	   Settlement Instructions to be advised	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	   Payments to Huntington National Bank in USD	 	 
	 
	 	 	 	 	 	 
	 

	 	     To
	 	:
	 	Huntington National Bank
	 

	 	     Favor Of
	 	:
	 	Huntington National Bank
	 

	 	     ABA Number
	 	:
	 	044000024
	 

	 	     Account Number
	 	:
	 	13000050204












 




 



	 	 	 
	4. OFFICES:
	 	 
	 
	 	 
	The office of the Counterparty for the
Transaction is:
	 	 
	 
	 	 
	Franklin Credit Management Corporation
	 	 
	101 Hudson Street 25th Floor
	 	 
	Jersey City, NJ
	 	 
	07302
	 	 
	 
	 	 
	Tel: (201) 604-4402
	 	 
	Fax:
	 	 
	 
	 	 
	The office of Huntington National Bank for the
Transaction is:
	 	 
	 
	 	 
	Huntington National Bank
	 	 
	Huntington Center
	 	 
	41 S High Street
	 	 
	Columbus, OH
	 	 
	43215
	 	 
	 
	 	 
	Tel: 614-480-5464
	 	 
	Fax: 614-480-3232
	 	 





Please confirm that the foregoing correctly sets forth the terms of our agreement by signing a copy
of this Confirmation and responding within one (1) business day by returning via facsimile an
executed copy of this Confirmation to 614-480-3232, Attention: Derivative Operations, telephone
614-480-5464. Failure to respond within such period shall not affect the validity or
enforceability of the Transaction, and shall be deemed to be an affirmation of the terms and
conditions contained herein, absent manifest error.




Best Regards,




	 	 	 	 	 	 	 
	Huntington National Bank

	 	 
	 	Franklin Credit Management Corporation
	 	 
	 
	 	 	 	 	 	 
	/s/ Scott Kleinman

	 	 	 	/s/ Paul Colasono	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name: Scott Kleinman

	 	 	 	Name: Paul Colasono	 	 
	 
	 	 	 	 	 	 
	Title: Senior Vice President

	 	 	 	Title: CFO	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Alexander Gordon Jardin	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Alexander Gordon Jardin	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title: CEO	 	 












 




 


Huntington National Bank Logo




 





Huntington National Bank

Huntington Center

41 S High Street

Columbus, OH

43215




			
	 	 	 
	Tel: 614-480-5464
	 	Fax: 614-480-3232
	 





INTEREST RATE SWAP CONFIRMATION




Feb 27, 2008




	 	 	 
	TO:

	 	Franklin Credit Management Corporation
	 

	 	Paul Colasono
	 

	 	101 Hudson Street 25th Floor
	 

	 	Jersey City, NJ
	 

	 	07302






OUR REF: 20165HU/H030508C/102314




Dear Sirs,



The purpose of this letter is to confirm the terms and conditions of the transaction entered into
between Franklin Credit Management Corporation (‘Counterparty’) and Huntington National Bank on the
Trade Date specified below (the ‘Transaction’). This letter constitutes a ‘Confirmation’ as
referred to in the ISDA Master Agreement specified below.



If Franklin Credit Management Corporation and Huntington National Bank are not yet parties to an
ISDA Master Agreement, (1) you and we agree to use all reasonable efforts promptly to negotiate,
execute and deliver an agreement in the form of the ISDA Master Agreement (Local Currency — Single
Jurisdiction) (the “ISDA Form,” which term shall include our standard Schedule to the ISDA Master
Agreement) with such modifications as you and we will in good faith agree, (2) this Confirmation,
together with all other documents confirming transactions entered into between us from time to time
and referring to the ISDA Form, shall supplement, form a part of, and be subject to an agreement in
the form of the ISDA Form as if we had executed an agreement in such form (including our standard
Schedule) on the Trade Date of this Transaction, and (3) this Confirmation and the ISDA Master
Agreement will together evidence a complete binding agreement between you and us as to the terms
and conditions of the Swap








 




 


Transaction to which this Confirmation relates, until such time as you and we negotiate and execute
such an agreement. In the event of any inconsistency between the provisions of the ISDA Form and
this Confirmation, this Confirmation will prevail for the purpose of this Swap Transaction. Upon
the execution by you and us of such an agreement, this Confirmation shall supplement, form a part
of, and be subject to that agreement (the “Agreement”).



This facsimile transmission will be the only written communication regarding this Swap Transaction
exchanged between us and will be deemed for all purposes an original document, unless you request
that we sign hard copy versions of this Confirmation. Please contact the individual indicated in
the last paragraph of this letter to receive such copies.



The definitions and provisions contained in the 2000 ISDA Definitions (as published by the
International Swap Dealers Association, Inc) are incorporated into this Confirmation. In the event
of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern.



Each Party hereto represents and warrants to the other party hereto that, in connection with the
Transaction, (i) it has consulted and will continue to consult with its own legal, regulatory, tax,
business, investment, financial and accounting advisors to the extent it deems necessary, and it
has made and will continue to make its own investment, hedging and trading decisions (including
without limitations decisions regarding the appropriateness and/or suitability of the Transaction)
based upon its own judgment and upon any advice from such advisors as it deems necessary, and not
in reliance upon the other party hereto or any of its branches, subsidiaries or affiliates or any
of their respective officers, directors or employees, or any view expressed by any of them, (ii) it
has evaluated and it fully understands all the terms, conditions and risks of the Transaction, and
it is capable of assuming and willing to assume (financially and otherwise) all such risks, (iii)
it has and will continue to act as principal, and not agent of any person, and the other party
hereto and its branches, subsidiaries and affiliates have not and will not be acting as a fiduciary
or financial, investment, commodity trading or other advisor to it, and (iv) it is entering into
the Transaction for purposes of hedging its assets or liabilities or in connection with a line of
business, and not for the purpose of speculation.



In addition, this Confirmation will be governed and construed in accordance with the laws of the
State of New York, without reference to choice of law doctrine, provided that this provision will
be superseded by any choice of law provision in the Agreement.



1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement as
amended and supplemented from time to time (the ‘Agreement’) between you and us. All provisions
contained in the Agreement govern this Confirmation except as expressly modified below.



2. The terms of the particular Swap transaction to which this confirmation relates are as follows:




	 	 	 	 	 	 	 
	 

	 	Trade Date
	 	:
	 	Feb 27, 2008
	 
	 	 	 	 	 	 
	 

	 	Effective Date
	 	:
	 	Mar 05, 2008












 




 



	 	 	 	 	 	 	 
	 

	 	Termination Date
	 	:
	 	Mar 05, 2011 subject to adjustment in
accordance with the Modified Following
Business Day Convention
	 
	 	 	 	 	 	 
	 

	 	Notional Amount
	 	:
	 	USD 70,000,000.00
	 
	 	 	 	 	 	 
	FLOATING AMOUNTS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Payer
	 	:
	 	Huntington National Bank
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Payer Payment Dates
	 	:
	 	Monthly on the 5th commencing Apr 07,
2008 and ending with the Termination Date
subject to adjustment in accordance with
the Modified Following Business Day
Convention
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Option
	 	:
	 	USD-LIBOR-BBA
	 
	 	 	 	 	 	 
	 

	 	Designated Maturity
	 	:
	 	1 month
	 
	 	 	 	 	 	 
	 

	 	Spread
	 	:
	 	None
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Day Count Fraction
	 	:
	 	ACTUAL /360
	 
	 	 	 	 	 	 
	 

	 	Reset Dates
	 	:
	 	The first day of each Calculation Period
	 
	 	 	 	 	 	 
	 

	 	Compounding
	 	:
	 	Inapplicable
	 
	 	 	 	 	 	 
	FIXED AMOUNTS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Payer
	 	:
	 	Franklin Credit Management Corporation
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Payer Payment Dates
	 	:
	 	Monthly on the 5th commencing Apr 07,
2008 and ending with the Termination Date
subject to adjustment in accordance with
the Modified Following Business Day
Convention
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate
	 	:
	 	3.11000 % per annum
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Day Count Fraction
	 	:
	 	ACTUAL /360
	 
	 	 	 	 	 	 
	 

	 	Calculation Agent
	 	:
	 	Huntington National Bank
	 
	 	 	 	 	 	 
	 

	 	Business Days for Fixings in USD
	 	:
	 	London
	 
	 	 	 	 	 	 
	 

	 	Business Days for Payments in USD
	 	:
	 	New York & London
	 
	 	 	 	 	 	 
	3. CASH SETTLEMENT INSTRUCTIONS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Payments to Franklin Credit Management	 	 	 	 












 




 



	 	 	 	 	 	 	 
	 

	 	Corporat in USD	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	   Settlement Instructions to be advised	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	   Payments to Huntington National Bank in USD	 	 
	 
	 	 	 	 	 	 
	 

	 	     To
	 	:
	 	Huntington National Bank
	 

	 	     Favor Of
	 	:
	 	Huntington National Bank
	 

	 	     ABA Number
	 	:
	 	044000024
	 

	 	     Account Number
	 	:
	 	13000050204






	 	 	 	 	 
	4. OFFICES:

	 	 	 	 
	 
	 	 	 	 
	The office of the Counterparty for the
Transaction is:
	 	 
	 
	 	 	 	 
	Franklin Credit Management Corporation
	 	 	 	 
	101 Hudson Street 25th Floor
	 	 	 	 
	Jersey City, NJ
	 	 	 	 
	07302
	 	 	 	 
	 
	 	 	 	 
	Tel: (201) 604-4402
	 	 	 	 
	Fax:
	 	 	 	 
	 
	 	 	 	 
	The office of Huntington National Bank for the
	 	 	 	 
	Transaction is:
	 	 	 	 
	 
	 	 	 	 
	Huntington National Bank
	 	 	 	 
	Huntington Center
	 	 	 	 
	41 S High Street
	 	 	 	 
	Columbus, OH
	 	 	 	 
	43215
	 	 	 	 
	 
	 	 	 	 
	Tel: 614-480-5464
	 	 	 	 
	Fax: 614-480-3232
	 	 	 	 





Please confirm that the foregoing correctly sets forth the terms of our agreement by signing a copy
of this Confirmation and responding within one (1) business day by returning via facsimile an
executed copy of this Confirmation to 614-480-3232, Attention: Derivative Operations, telephone
614-480-5464. Failure to respond within such period shall not affect the validity or
enforceability of the Transaction, and shall be deemed to be an affirmation of the terms and
conditions contained herein, absent manifest error.




Best Regards,




	 	 	 	 	 	 	 
	Huntington National Bank

	 	 
	 	Franklin Credit Management Corporation
	 	 












 




 




	 	 	 	 	 	 	 
	/s/ Scott Kleinman

	 	 	 	/s/ Paul Colasono	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name: Scott Kleinman

	 	 	 	Name: Paul Colasono	 	 
	 
	 	 	 	 	 	 
	Title: Senior Vice President

	 	 	 	Title: CFO	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Alexander Gordon Jardin	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Alexander Gordon Jardin	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title: CEO	 	 












 




 


Huntington National Bank Logo




 





Huntington National Bank

Huntington Center

41 S High Street

Columbus, OH

43215




			
	 	 	 
	Tel: 614-480-5464
	 	Fax: 614-480-3232
	 





INTEREST RATE SWAP CONFIRMATION




Feb 27, 2008




	 	 	 
	TO:

	 	Franklin Credit Management Corporation
	 

	 	Paul Colasono
	 

	 	101 Hudson Street 25th Floor
	 

	 	Jersey City, NJ
	 

	 	07302






OUR REF: 20166HU/H030508D/102316




Dear Sirs,



The purpose of this letter is to confirm the terms and conditions of the transaction entered into
between Franklin Credit Management Corporation (‘Counterparty’) and Huntington National Bank on the
Trade Date specified below (the ‘Transaction’). This letter constitutes a ‘Confirmation’ as
referred to in the ISDA Master Agreement specified below.



If Franklin Credit Management Corporation and Huntington National Bank are not yet parties to an
ISDA Master Agreement, (1) you and we agree to use all reasonable efforts promptly to negotiate,
execute and deliver an agreement in the form of the ISDA Master Agreement (Local Currency — Single
Jurisdiction) (the “ISDA Form,” which term shall include our standard Schedule to the ISDA Master
Agreement) with such modifications as you and we will in good faith agree, (2) this Confirmation,
together with all other documents confirming transactions entered into between us from time to time
and referring to the ISDA Form, shall supplement, form a part of, and be subject to an agreement in
the form of the ISDA Form as if we had executed an agreement in such form (including our standard
Schedule) on the Trade Date of this Transaction, and (3) this Confirmation and the ISDA Master
Agreement will together evidence a complete binding agreement between you and us as to the terms
and conditions of the Swap Transaction to which this Confirmation relates, until such time as you
and we negotiate and execute such an agreement. In the event of any inconsistency between the
provisions of the ISDA Form and this Confirmation, this Confirmation will prevail for the purpose
of this Swap Transaction. Upon the execution by you and us of such an agreement, this Confirmation
shall supplement, form a part of, and be subject to that agreement (the “Agreement”).



This facsimile transmission will be the only written communication regarding this Swap Transaction
exchanged between us and will be deemed for all purposes an original document, unless you request
that we sign hard copy versions of this Confirmation. Please contact the individual indicated in
the last paragraph of this letter to receive such copies.










 




 



The definitions and provisions contained in the 2000 ISDA Definitions (as published by the
International Swap Dealers Association, Inc) are incorporated into this Confirmation. In the event
of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern.



Each Party hereto represents and warrants to the other party hereto that, in connection with the
Transaction, (i) it has consulted and will continue to consult with its own legal, regulatory, tax,
business, investment, financial and accounting advisors to the extent it deems necessary, and it
has made and will continue to make its own investment, hedging and trading decisions (including
without limitations decisions regarding the appropriateness and/or suitability of the Transaction)
based upon its own judgment and upon any advice from such advisors as it deems necessary, and not
in reliance upon the other party hereto or any of its branches, subsidiaries or affiliates or any
of their respective officers, directors or employees, or any view expressed by any of them, (ii) it
has evaluated and it fully understands all the terms, conditions and risks of the Transaction, and
it is capable of assuming and willing to assume (financially and otherwise) all such risks, (iii)
it has and will continue to act as principal, and not agent of any person, and the other party
hereto and its branches, subsidiaries and affiliates have not and will not be acting as a fiduciary
or financial, investment, commodity trading or other advisor to it, and (iv) it is entering into
the Transaction for purposes of hedging its assets or liabilities or in connection with a line of
business, and not for the purpose of speculation.



In addition, this Confirmation will be governed and construed in accordance with the laws of the
State of New York, without reference to choice of law doctrine, provided that this provision will
be superseded by any choice of law provision in the Agreement.



1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement as
amended and supplemented from time to time (the ‘Agreement’) between you and us. All provisions
contained in the Agreement govern this Confirmation except as expressly modified below.



2. The terms of the particular Swap transaction to which this confirmation relates are as follows:




	 	 	 	 	 	 	 
	 

	 	Trade Date
	 	 	: 	Feb 27, 2008
	 
	 	 	 	 	 	 
	 

	 	Effective Date
	 	 	: 	Mar 05, 2008
	 
	 	 	 	 	 	 
	 

	 	Termination Date
	 	 	: 	Mar 05, 2012 subject to adjustment in
accordance with the Modified Following
Business Day Convention
	 
	 	 	 	 	 	 
	 

	 	Notional Amount
	 	 	: 	USD 45,000,000.00
	 
	 	 	 	 	 	 
	FLOATING AMOUNTS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Payer
	 	 	: 	Huntington National Bank
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Payer Payment Dates
	 	 	: 	Monthly on the 5th commencing Apr 07,
2008 and ending with the Termination Date
subject to adjustment in accordance with
the Modified Following Business Day
Convention
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Option
	 	 	: 	USD-LIBOR-BBA
	 
	 	 	 	 	 	 
	 

	 	Designated Maturity
	 	 	: 	1 month
	 
	 	 	 	 	 	 
	 

	 	Spread
	 	 	: 	None
	 
	 	 	 	 	 	 
	 

	 	Floating Rate Day Count Fraction
	 	 	: 	ACTUAL /360
	 
	 	 	 	 	 	 











 




 



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Reset Dates
	 	 	: 	The first day of each Calculation Period
	 
	 	 	 	 	 	 
	 

	 	Compounding
	 	 	: 	Inapplicable
	 
	 	 	 	 	 	 
	FIXED AMOUNTS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Payer
	 	 	: 	Franklin Credit Management Corporation
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Payer Payment Dates
	 	 	: 	Monthly on the 5th commencing Apr 07,
2008 and ending with the Termination Date
subject to adjustment in accordance with
the Modified Following Business Day
Convention
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate
	 	 	: 	3.43000 % per annum
	 
	 	 	 	 	 	 
	 

	 	Fixed Rate Day Count Fraction
	 	 	: 	ACTUAL /360
	 
	 	 	 	 	 	 
	 

	 	Calculation Agent
	 	 	: 	Huntington National Bank
	 
	 	 	 	 	 	 
	 

	 	Business Days for Fixings in USD
	 	 	: 	London
	 
	 	 	 	 	 	 
	 

	 	Business Days for Payments in USD
	 	 	: 	New York & London
	 
	 	 	 	 	 	 
	3.

	 	CASH SETTLEMENT INSTRUCTIONS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Payments to Franklin Credit Management Corporat
in USD	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	   Settlement Instructions to be advised	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	   Payments to
Huntington National Bank in USD
	 	 
	 
	 	 	 	 	 	 
	 

	 	     To
	 	:
	 	 Huntington National Bank
	 

	 	     Favor Of
	 	:
	 	 Huntington National Bank
	 

	 	     ABA Number
	 	:
	 	 044000024
	 

	 	     Account Number
	 	:
	 	 13000050204






	 	 	 	 	 
	4. OFFICES:

	 	 	 	 
	 
	 	 	 	 
	The office of the Counterparty for the
Transaction is:
	 	 
	 
	 	 	 	 
	Franklin Credit Management Corporation
	 	 	 	 
	101 Hudson Street 25th Floor
	 	 	 	 
	Jersey City, NJ
	 	 	 	 
	07302
	 	 	 	 
	 
	 	 	 	 
	Tel: (201) 604-4402
	 	 	 	 
	Fax:
	 	 	 	 
	 
	 	 	 	 
	The office of Huntington National Bank for the
Transaction is:
	 	 	 	 












 




 



	 	 	 	 	 
	Huntington National Bank
	 	 	 	 
	Huntington Center
	 	 	 	 
	41 S High Street
	 	 	 	 
	Columbus, OH
	 	 	 	 
	43215
	 	 	 	 
	 
	 	 	 	 
	Tel: 614-480-5464
	 	 	 	 
	Fax: 614-480-3232
	 	 	 	 





Please confirm that the foregoing correctly sets forth the terms of our agreement by signing a copy
of this Confirmation and responding within one (1) business day by returning via facsimile an
executed copy of this Confirmation to 614-480-3232, Attention: Derivative Operations, telephone
614-480-5464. Failure to respond within such period shall not affect the validity or
enforceability of the Transaction, and shall be deemed to be an affirmation of the terms and
conditions contained herein, absent manifest error.




Best Regards,




	 	 	 	 	 	 	 
	Huntington National Bank

	 	 
	 	Franklin Credit Management Corporation
	 	 
	 
	 	 	 	 	 	 
	/s/ Scott Kleinman

	 	 	 	/s/ Paul Colasono	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name: Scott Kleinman

	 	 	 	Name: Paul Colasono	 	 
	 
	 	 	 	 	 	 
	Title: Senior Vice President

	 	 	 	Title: CFO	 	 
	 
	 

	 	 	 	/s/ Alexander Gordon Jardin	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Alexander Gordon Jardin	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title: CEO